Picard Medical (NYSE: PMI) prices $5M raise and restructures warrants
Rhea-AI Filing Summary
Picard Medical, Inc. agreed to exchange an existing warrant series for new warrants and priced a new equity offering. The company will swap warrants exercisable for 7,009,346 shares at $2.675 per share for new warrants covering up to 10,000,000 shares at $0.35 per share, contingent on closing its current registered offering. Separately, it priced a approximately $5 million “reasonable best efforts” offering of 16,666,667 common shares (or equivalents) together with Series A and Series B common warrants, all at a combined $0.30 per share and warrants. The new and offering-related warrants generally become immediately exercisable, carry exercise prices of $0.35, include 4.99% or 9.99% beneficial ownership limits, and have terms of up to five years. Net proceeds are intended for working capital, general corporate purposes, and repaying certain senior secured note and working capital obligations.
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Insights
Picard Medical raises $5M and simplifies warrant terms while lowering exercise prices.
Picard Medical is combining a new capital raise with a restructuring of existing warrants. The offering covers 16,666,667 common shares (or equivalents) plus matching Series A and B warrants, targeting gross proceeds of about $5 million at $0.30 per share and warrants.
The company is also exchanging older warrants for 7,009,346 shares at $2.675 into new warrants for up to 10,000,000 shares at $0.35. The exchange removes forced exercise and broad-based anti-dilution protections, which previously could have triggered additional share issuances and price resets.
The new warrants from both the exchange and the offering are immediately exercisable, mostly for five-year terms, with beneficial ownership caps of 4.99% or 9.99%. Proceeds are earmarked for working capital and repayment of senior secured note and working capital loans, so future disclosures in company filings may detail balance sheet effects.
8-K Event Classification
Key Figures
Key Terms
Warrant Issuance and Exchange Agreement financial
broad-based anti-dilution price protection financial
reasonable best efforts offering financial
pre-funded warrant financial
beneficial ownership limitation financial
senior secured note financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 5, 2026, Picard Medical, Inc. (the “Company”) entered into a Warrant Issuance and Exchange Agreement (the “Exchange Agreement”) with the holder (the “Holder”) of certain of the Company’s outstanding warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Exchange Agreement, the Holder agreed to surrender to the Company those certain warrants to purchase Common Stock, dated December 26, 2025, previously issued to the Holder pursuant to that certain Securities Purchase Agreement, dated as of December 24, 2025, by and among the Company, the Holder and the other investors party thereto (the “Securities Purchase Agreement”), which were exercisable for an aggregate of 7,009,346 shares of the Company’s Common Stock, at an exercise price of $2.675 per share (the “Existing Warrants”), in exchange for new warrants to purchase Common Stock (the “New Warrants”) exercisable for an aggregate of up to 10,000,000 shares of Common Stock (the “New Warrant Shares”) at an exercise price of $0.35, in each case subject to adjustment as set forth in the New Warrants. The Exchange is conditioned upon the closing of the Company’s current registered offering on Form S-1 (File No. 333-295333) pursuant to its terms.
In connection with the exchange, the New Warrants eliminate certain provisions contained in the Existing Warrants, including (i) the forced exercise provisions, which permitted the Company to require the Holder to exercise the Existing Warrants upon the occurrence of a "Forced Exercise Trigger" (defined as the closing sale price exceeding 200% of the exercise price on each of twenty consecutive trading days), and (ii) the broad-based anti-dilution price protection provisions, which previously provided for automatic reductions to the exercise price upon any issuance or deemed issuance of Common Stock or Common Stock equivalents at a price below 125% of the then-current exercise price, together with corresponding proportional adjustments to the number of New Warrant Shares issuable upon exercise.
Upon the issuance of the New Warrants to the Holder at the closing of the Exchange (the “Closing”), the Existing Warrants will be automatically cancelled and of no further force or effect, and the Holder will have no further rights thereunder. No additional cash or other consideration will be paid by either party in connection with the Exchange, and the surrender and cancellation of the Existing Warrants constitutes adequate consideration for the issuance of the New Warrants.
The New Warrants will be exercisable at any time on or after the original issuance date and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of such date. The New Warrants may be exercised by means of a “cashless exercise” at any time when there is no effective registration statement available for the resale of the New Warrant Shares. The exercise of the New Warrants is subject to a beneficial ownership limitation of 9.99%, which the Holder may increase or decrease upon notice to the Company (subject to a 61-day notice period for any increase and a cap of 9.99%). The New Warrants also contain customary adjustment provisions for stock dividends and splits, subsequent rights offerings, pro rata distributions and fundamental transactions.
The New Warrant Shares issuable upon exercise of the New Warrants will not be registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws and, if and when issued, will be issued in reliance on the exemptions from registration provided by Section 3(a)(9) of the Securities Act and/or Regulation D promulgated thereunder.
The New Warrants and the Exchange Agreement contain customary representations, warranties, covenants and conditions to closing. The foregoing descriptions of the New Warrants and the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the New Warrant and Exchange Agreement and the form of New Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell the securities or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information contained above in Item 1.01 regarding the Exchange Agreement and the New Warrants is hereby incorporated by reference into this Item 3.02.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 4.1 | Warrant to Purchase Shares of Common Stock, dated May 5, 2026 | |
| 10.1 | Warrant Issuance and Exchange Agreement, dated as of May 5, 2026, by and between Picard Medical, Inc. and the investor signatory thereto. | |
| 99.1 | Press Release of Picard Medical, Inc., dated May 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Picard Medical, Inc. | |||
| By: | /s/ Patrick NJ Schnegelsberg | ||
| Name: | Patrick NJ Schnegelsberg | ||
| Title: | Chief Executive Officer | ||
Dated: May 5, 2026
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Exhibit 99.1
Picard Medical Announces Pricing of $5 Million Offering
Tucson, Ariz. May 5, 2026. Picard Medical, Inc. (NYSE American: PMI) (the “Company”), parent company of SynCardia Systems, LLC, maker of the world’s first total artificial heart approved by both the U.S. FDA and Health Canada, today announced the pricing of its “reasonable best efforts” offering with certain new and existing institutional investors for the purchase and sale of (i) 16,666,667 shares of the Company’s common stock, par value $0.0001 per share (or common stock equivalents in lieu thereof) (the “Common Stock”), (ii) series A common warrants to purchase up to 16,666,667 shares of Common Stock (the “Series A Common Warrants”), and (iii) series B common warrants to purchase up to 16,666,667 shares of Common Stock (the “Series B Common Warrants” together with the Series A Common Warrants, the “Common Warrants”) (the “Offering”). Each share of Common Stock or pre-funded warrant was sold together with an accompanying Series A and Series B Common Warrant at a combined offering price of $0.30 per share and accompanying Common Warrants. The gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting placement agent fees and other offering expenses payable by the Company.
WestPark Capital, Inc. is the sole placement agent for the Offering. The Offering is expected to close on or about May 6, 2026, subject to the satisfaction of customary closing conditions.
The Series A Common Warrants and the Series B Common Warrants will have an exercise price of $0.35 per share. The Series A Common Warrants will be exercisable immediately and will expire five years from the original issuance date. The Series B Common Warrants will be exercisable immediately and will expire 24 months from the original issuance date.
Each Pre-Funded Warrant is exercisable immediately upon issuance, will expire when exercised in full, and has an exercise price of $0.0001 per share. A holder of Pre-Funded Warrants or Common Warrants may not exercise such warrants to the extent that the holder, together with its affiliates and certain attribution parties, would beneficially own more than 4.99% (or, at the election of the holder prior to the issuance date, 9.99%) of the Company’s outstanding Common Stock following such exercise.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes including the payoff of redemption payments due on the senior secured note and working capital loans.
The Company has agreed to exchange certain existing warrants to purchase up to an aggregate of 7,009,346 shares of common stock at an exercise price of $2.675 per share for new warrants to purchase up to 10,000,000 shares of the Company’s Common Stock (the “New Warrants”). The New Warrants will have a reduced exercise price of $0.35 per share, will be exercisable immediately, and will expire five years from the original issuance date.
In connection with the exchange, the New Warrants eliminate certain provisions contained in the existing warrants, including (i) forced exercise provisions, which permitted the Company to require exercise upon specified trading price thresholds, and (ii) broad based anti dilution price protection provisions, which provided for automatic reductions to the exercise price and proportional share adjustments upon issuances below a defined price level.
The shares of Common Stock, pre-funded warrants, and Common Warrants are being offered by the Company pursuant to an effective registration statement on Form S-1, as amended (File No. 333-295333), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2026, and declared effective by the SEC on May 4, 2026 (the “Registration Statement”).
The offering is being made only by means of the prospectus forming part of the Registration Statement relating to the offering. A preliminary prospectus relating to this offering has been filed with the SEC, and a final prospectus relating to and describing the final terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Picard Medical and SynCardia
Picard Medical, Inc. is the parent company of SynCardia Systems, LLC (“SynCardia”), the Tucson, Arizona–based leader with the only commercially available total artificial heart technology for patients with end-stage heart failure. SynCardia develops, manufactures, and commercializes the SynCardia Total Artificial Heart (“STAH”), an implantable system that assumes the full functions of a failing or failed human heart. It is the first artificial heart approved by both the FDA and Health Canada, and it remains the only commercially available artificial heart in the United States and Canada. With more than 2,100 implants performed at hospitals across 27 countries, the SynCardia Total Artificial Heart is the most widely used and extensively studied artificial heart in the world. For additional information about Picard Medical, please visit www.picardmedical.com or review the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements can often be identified by words such as “expect,” “intend,” and “will,” and similar expressions, and variations or negatives of these words. These statements include, but are not limited to, statements regarding the proceeds from the Offering, the closing of the Offering, and the use of proceeds. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, http://www.sec.gov.
Contact:
Investors
Eric Ribner
Managing Director
LifeSci Advisors LLC eric@lifesciadvisors.com
Picard Medical, Inc./SynCardia Systems, LLC IR@picardmedical.com
General/Media
Brittany Lanza
blanza@syncardia.com